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HomeMy WebLinkAboutR-8773 Bylaws for the SLO Downtown AssociationRESOLUTION NO. 8773 (1998 Series) A RESOLUTION OF THE COUNCIL OF THE CITY OF SAN LUIS OBISPO APPROVING BYLAWS FOR THE SLO DOWNTOWN ASSOCIATION BE IT RESOLVED by the Council of the City of San Luis Obispo as follows: SECTION 1. Those certain bylaws attached hereto marked Exhibit "A" and incorporated herein by reference by the SLO DOWNTOWN ASSOCIATION are hereby approved. SECTION 2. The City Clerk shall furnish a copy of the Resolution and a copy of the bylaws approved by it to: SLO Downtown Association. On motion of Council Member Romero, seconded by Council Member Williams, and on the following roll call vote: Ayes: Council Members Romero, Williams, Roalman, Smith and Mayor Settle Noes: None Absent: None the foregoing Resolution was passed and adopted this 17'h day of March, 1998. ayor Allen K. Settle ATTEST: APPROVED: / . .0 r 2 Z'773 BYLAWS OF THE SAN LUIS OBISPO DOWNTOWN ASSOCIATION ARTICLE I. STATUTORY AUTHORITY; NAME Section 1.1 This organization is established pursuant to Chapter 12.36 of the San Luis Obispo Municipal Code and shall be known as The San Luis Obispo Downtown Association, or the SLO Downtown Association. ARTICLE II. PURPOSE Section 2.1 The SLO Downtown Association is created to implement the specific purposes for which Chapter 12.36 of the San Luis Obispo Municipal Code was enacted. A copy of is attached hereto as Exhibit "A" for reference and incorporated as though fully set forth. ARTICLE Ils. MEMBERS Section 3.1 Classification of Members. The Association shall have one class of members only and each member shall have equal voting and other rights; provided, however, that voluntary members may not serve on the Advisory Board of Directors. Section 3.2 Elizibili1y. Membership shall be comprised of all holders of active city business tax certificates within the defined SLO Downtown Association boundaries. Businesses, individuals or institutions outside the district with an interest in furthering the goals and mission of the BIA may join the organization as avoluntary member at an annual fee established by the board of directors. Any business, person or institution within the SLO Downtown Association boundaries but exempt from the payments of the business license tax shall also be permitted to voluntarily associate as a member at an annual fee. Such voluntary members as described herein may serve on any standing or ad hoc committees only, as appointed by the SLO Downtown Association president. Voluntary membership shall not exceed 15% of the total membership at any time. Section 3.3 Boundaries. The boundaries of the SLO Downtown Association shall be as set forth in Section 12.36.020 of the San Luis Obispo Municipal Code. ARTICLE IV. DIRECTORS Section 4.1 Government Number. The government of the SLO Downtown Association shall be vested in, and the business conducted by, a board of eleven (11) Directors who shall be members in good standing and serve without salary. Collectively the Directors shall be known as the Advisory Board of Directors or simply, the Board of Directors. Section 4.2 Function. The Board of Directors, in carrying out the purposes of the SLO Downtown Association shall advise and recommend policy to the San.Luis Obispo City Council pursuant to Section 12.36.080 of the San Luis Obispo Municipal Code. Section 4.3 Terms of Office. Each Director shall hold office for a term of two (2) years and excepting those members who are serving on the Board of Directors on the date of the adoption of these amended Bylaws, shall be permitted to seek re- election for a second two (2) year term. In no event; however, shall a Director hold office for more than (2) consecutive terms without a lapse of one (1) year as a member of the Board. Section 4.4 Removal of Directors. Any Director may be removed and replaced by the City Council at any time after considering the recommendations of the Board of Directors. Section 4.5 Vacancies. Vacancies on the Board of Directors shall exist on the death, resignation or removal of any Director. Any such vacancy shall be filled by an appointment for the unexpired term by the President with the approval of the City Council. Section 4.6 Absences. With the unexcused absence of a member of the Board from three (3) regular meetings in any twelve (12) month period, and recorded by the Board, the President may nominate a replacement with concurrence of the Board and appointment by the City Council. Section 4.7 Nominations. In November of each year, the President shall select a Nominations Committee comprised of at least three (3) regular members of the SLO Downtown Association in good standing; who may or may not be Board members, securing the concurrence of the Board in their appointment. Section 4.8 Official Ballot. Promptly upon being appointed, the Nominations Committee shall proceed to the selection of candidates for membership on the Board of Directors for the ensuing -two years and shall prepare a list of such candidates in a number equal to at least the number of vacancies to be filled, securing the consent of those members selected in each instance and reporting the completed list to the Board at its regular January meeting. The Board shall then cause a ballot to be prepared showing the full list of candidates and the names of their businesses as indicated by their City Business Tax Certificates. Said ballot shall contain additional space for possible write -in candidates and voting instructions on the ballot indicating the number of vacancies to be filled. Section 4.9 Annual Election. By the first of February the official ballot shall be mailed to each member of the BIA to be returned on or before 5:00 pm. of a date certain as established by the Nominations Committee. Section 4.10 Election Results. Returned ballots shall be canvassed by the Nominations Committee and reported at the regular meeting of the Board of Directors in March for verification of results. Section 4.11 Council Appointment. The results of the BIA election, as confirmed by the Board of Directors, shall be presented to the City Council in March for official appointment and the new Board members shall take their positions in April next following. ARTICLE V. MEETINGS Section 5.1 Regular. The Board of Directors shall meet at least once each month at a place and time determined by the Board and public notice shall be posted of such meeting in accordance with standard City procedures and applicable State laws. Section 5.2 Special. Special. meetings may be called by the President or three (3) Board members when deemed necessary in accordance with standard City procedures and applicable State laws. Section 5.3 Quorum. A majority [one -half (1/2) plus one (1)] of the authorized number of Board members shall constitute a quorum at any Board meeting. Section 5.4 Transactions of the Board. Any act or decision done or made by a majority of the Directors present at a meeting duly held shall be the act of the Board. ARTICLE VI. OFFICERS Section 6.1 Number and Titles. The Officers of the Association shall be President, Past President, and Committee Chairs. If the Past President's term is completed, then such position may be left vacant or filled by an appointment by the President with the approval of the Board. Each of said Officers shall be a member of the Board of Directors. Section 6.2 Election. In November, the Board of Directors shall determine the President -Elect for the following year. Also in November, Board members with expiring terms not seeking reelection will inform the Board of Directors of this decision. Section 6.3 Terms. Officers duly elected shall take office at the first regular meeting of the Board of Directors in April and shall serve until completion of their two -year term. Section 6.4 Duties of the President. The President shall be the chairperson of the Board of Directors and shall be executive head of the SLO Downtown Association,.shall preside at the Board meetings, and shall either represent or appoint a representative to all functions where the SLO Downtown Association is to be represented. The President shall, subject to the approval of the Board, appoint all committee chairpersons and he /she shall be an ex- officio member of all committees. Section 6.5 Duties of the Past President. In the absence or disability of the President, Past President or other designated Board Member if Past President is not available, shall carry out all of the responsibilities and functions of the President and shall have the same powers and be subject to the same restrictions as the President. The Past President/Designated Board Member shall have such other powers and perform such other duties as from time to time may be prescribed by the President or the Board of Directors. ARTICLE VIII. EXECUTIVE COMMITTEE Section 7.1 Members. The Executive Committee shall be comprised of the President, and the immediate Past President so long as the latter continues to serve on the Board of Directors. If the immediate Past President's term on the board has ended, then such vacancy on the Executive Committee may be left vacant or filled by appointment of the President with the approval of the Board. Section 7.2 Duties. In the interim between meetings of the Board, the Executive Committee shall conduct non - policy business affairs of the SLO Downtown Association. ARTICLE VII. ADMINISTRATION Section 8.1 Administrator. The Board of Directors may choose to employ an Administrator to assist with the routine business affairs of the SLO Downtown Association. The Administrator shall serve at the pleasure of the Board of Directors, subject to a contract agreement between the Administrator, the S.LO Downtown Association and the City Council. The Administrator shall be selected through an application and screening process approved by the Board. Section 8.2 Duties of Administrator. The Administrator shall cause to be kept the records of the Association, including minutes of all meetings of the Board and shall give notices of meetings. The Administrator shall prepare for the President all agendas, reports, resolutions, letters or other documents and perform such others duties as are assigned by the President or Board of Directors. The Administrator, at the direction of the Board, shall act as liaison between the SLO Downtown Association and City staff and attend all appropriate meetings when such meetings' agendas address items of concern to the SLO Downtown Association. The Administrator shall also prepare and distribute a regular newsletter to all SLO Downtown Association members and other interested persons to provide information about Association activities, to provide a forum for and to educate SLO Downtown Association members on matters of concern to them and the Association and to serve as the official communication from the Board of Directors. The Administrator will supervise office staff and perform financial duties as directed by the Finance Committee and the Board of Directors. ARTICLE IX. FINANCES Section 9.1 Funding. Funding for the SLO Downtown Association shall be derived from an additional tax by each business annually of 100% of the business license taxes levied upon business by the City of San Luis Obispo; or revenues provided by voluntary contributions from within the SLO Downtown Association boundaries. Section 9.2 Budget. The SLO Downtown Association shall operate on a fiscal year basis ending June 30th of each year. The budget for the fiscal year shall be approved by the Board of Directors and presented to the City Council for its approval. All disbursements shall be executed through the City of San Luis Obispo. ARTICLE X. COMMITTEES Section 10.1 Standing Committees. In addition to the Executive Committee of the Board of Directors, the SLO Downtown Association shall have the following standing committees: (a) Parking and Access (b) Beautification (c) Promotions (d) Finance (e) Nominations (f) Thursday Night Activities (g) Economic Activity Section 10.2 Appointments. Immediately upon taking office the President shall appoint or cause to be appointed, committee chairpersons, subject to approval by the Board of Directors; however the committees of Finance and Nominations will be chaired by the President or designated Board Member in April and November, respectively. Section 10.3 Ad Hoc Committees. The President shall appoint special committees as may from time to time be needed or as may otherwise be provided elsewhere in the Bylaws, or with the approval of the Board of Directors. Section 10.4 Limitations of Authority. No person or committee shall have the power to commit the SLO Downtown Association to any financial or policy obligations without prior approval from the Board.. Section 10.5 Chairpersons. Committee chairpersons shall select the members of their committee upon the advise and consent of the President. It shall be the responsibility of the appointed committee chairperson to review upcoming agenda items with staff liaison and to keep himself/herself apprised of the current, approved, operating budget and to operate. within these areas on the matter of finances. Upon conclusion of the annual fiscal year or upon termination of the committee, whichever is sooner, a final report for the previous period of operation must be submitted to the President of the SLO Downtown Association.. ARTICLE XI. AMENDMENTS Section 11.1 Amendments. These Bylaws may be amended by a two - thirds (2/3) vote of the Board members and with the consent of the City Council. Any proposed amendment must be submitted to the Executive Committee at least seven days prior to a scheduled Board meeting. Such proposed amendment(s) must then be mailed or otherwise delivered to every Board member by staff in time for consideration at the next regular Board meeting. Section 11.2 Implementation. These Bylaws shall become effective upon approval of the City Council. Section 11.3 Order. All meetings and business affairs shall be conducted by Robert's Rules of Order, except as may otherwise be inconsistent with these Bylaws, in which case the Bylaws shall govern. San Luis Obispo Downtown Association President Administrator 12, U